CVNA Insider: 921,926 Class A Shares Sold Under 10b5-1 Plan

Rhea-AI Filing Summary

Ernest C. Garcia III, who serves as Chief Executive Officer, Director and a reported 10% owner of Carvana Co. (CVNA), sold a total of 921,926 shares of Class A common stock on 09/30/2025. The sales were effected under a Rule 10b5-1 trading plan adopted on December 13, 2024. Reported transactions show multiple disposals executed at volume-weighted average prices in the range of approximately $386.66 to $392.43, with specific reported VWAPs around $387.06, $387.98, $388.98, $389.28, $390.43, $390.44, $390.54, $392.18 and $392.43. Many shares were held indirectly through two trusts: the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, for which the reporting person is Investment Trustee and Co-Administrative Trustee. The Form 4 was signed by a power of attorney on behalf of the reporting person on 10/01/2025.

Positive

• Sales executed under a Rule 10b5-1 trading plan, adopted December 13, 2024, which provides a pre-established framework for insider trades
• Filing discloses trustee roles and trusts (Ernest Irrevocable 2004 Trust III and Ernest C. Garcia III Multi-Generational Trust III), improving transparency

Negative

• Large insider disposals totaling 921,926 shares of Class A common stock on 09/30/2025, which increases share supply from a significant holder
• Sales executed at prices ranging roughly $386.66 to $392.43, indicating material volume sold over multiple trades

Insights

Securities Analyst

TL;DR: Large insider disposals of 921,926 Class A shares under a pre-established 10b5-1 plan; sales appear algorithmic/routine rather than opportunistic.

The filing discloses substantial sales by the CEO and significant shareholder executed on 09/30/2025 under a Rule 10b5-1 plan adopted on December 13, 2024. The transactions were executed in multiple tranches with VWAPs spanning roughly $386.66 to $392.43, indicating execution across many trades rather than a single block. Because the sales are reported as pursuant to a 10b5-1 plan, they meet the regulatory form for pre-planned trading, which typically reduces information asymmetry concerns. Materiality: the absolute share count is large and may be meaningful to equity supply dynamics, but the filing contains no additional company developments or disclosures to suggest a change in fundamental outlook.

Corporate Governance Expert

TL;DR: Disclosure is procedurally complete: trustee roles and trust holdings are specified and the 10b5-1 adoption date is provided.

The Form 4 clearly identifies the reporting persons roles, the indirect ownership via two trusts, and the Rule 10b5-1 plan adoption date, which supports transparency. The report is signed by a power of attorney, consistent with common practice for timely filings. No departures from standard disclosure practices are evident in the form. Absent additional context such as changes to executive roles or related-party transactions, this appears to be a routine insider sale disclosure.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GARCIA ERNEST C. III

(Last) (First) (Middle)

C/O CARVANA CO.

300 E. RIO SALADO PARKWAY

(Street)

TEMPE AZ 85281

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [ CVNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/30/2025		S		114(1)	D	$387.06(2)(3)	381,623	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/30/2025		S		114(1)	D	$387.06(2)(3)	481,623	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/30/2025		S		1(1)	D	$387.98	381,622	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/30/2025		S		1(1)	D	$388.98	481,622	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/30/2025		S		1(1)	D	$389.28	381,621	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/30/2025		S		1(1)	D	$390.43	481,621	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/30/2025		S		101(1)	D	$390.44(2)(6)	381,520	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/30/2025		S		100(1)	D	$390.54	481,521	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/30/2025		S		80(1)	D	$392.18(2)(7)	381,440	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/30/2025		S		81(1)	D	$392.43	481,440	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock								921,926	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 13, 2024.

2. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

3. This transaction was executed in multiple trades at prices ranging from $386.66 to $387.51, inclusive.

4. These shares of Class A Common Stock are held directly by the Ernest Irrevocable 2004 Trust III (the "Irrevocable Trust"). The Reporting Person is the Investment Trustee and Co-Administrative Trustee of the Irrevocable Trust.

5. These shares of Class A Common Stock are held directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). The Reporting Person is the Investment Trustee and Co-Administrative Trustee of the Multi-Generational Trust.

6. This transaction was executed in multiple trades at prices ranging from $390.44 to $390.45 inclusive.

7. This transaction was executed in multiple trades at prices ranging from $391.62 to $392.43, inclusive.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	10/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Ernest C. Garcia III report on Form 4 for CVNA?

The Form 4 reports that Ernest C. Garcia III sold 921,926 Class A shares of Carvana (CVNA) on 09/30/2025 pursuant to a Rule 10b5-1 plan.

Were the sales made under a trading plan for CVNA insider filings?

Yes. The sales were effected under a Rule 10b5-1 trading plan adopted on December 13, 2024, as stated in the filing.

At what prices were the CVNA shares sold?

The filing reports volume-weighted average prices and multiple trade ranges with execution prices spanning approximately $386.66 to $392.43 and specific reported VWAP entries near $387.06, $390.44 and $392.18 among others.

How are the sold shares held prior to sale according to the Form 4?

Many of the shares were held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III; the reporting person is Investment Trustee and Co-Administrative Trustee for both.

Who signed the Form 4 for Ernest C. Garcia III?

The Form 4 was signed by Paul Breaux by Power of Attorney for Ernest C. Garcia, III on 10/01/2025.